The Amazing Scarlet Spider (aka The Amazing Spider-Man 5)
by OptimusPhillip
Summary: Spider-Man's life still isn't perfect. He has to deal with a surplus of clones, an identity crisis, and upcoming fatherhood all at the same time. He eventually discovers the truth about what's going on and who's behind it all. Rated: T for violence, mild language, and death
1. Chapter 1

Peter Parker was having a strange dream that night. He was in a laboratory, surrounded by chambers containing humanoid figures. He could hear a person laughing from behind him. Suddenly he was woken up by MJ.

"Peter," she said, "are you awake?"

"No." he said, "Well, I am now, but-"

"I know what you meant. But since you're awake now, there's something I have to tell you."

"What?"

"I'm pregnant. I noticed some strange things going on recently, like occasional mood swings, slightly odd cravings, the whole works, so I went to the hospital to get tested."

"You got a pregnancy test in the middle of the night?"

"No, you were sleeping in unusually late."

"Must've been that dream."

"What dream?"

"Strange dream I had last night."

Spider-Man was swinging through the city later that day on his regular patrol. He swung and zipped his way from Queens to Manhattan to the Bronx and so on. When he landed in the seat of a nearby stadium, he found himself face to face with another Spider-Man, identical to him, right down to what you could see of his physical build under the costume.

"What the hell?" said Spider-Man.

"Do you like my creation?" said a voice from the top of the building. A man crawled down the wall, revealing himself to look like a green, anthropomorphic jackal.

"I made him myself," said the man, "from your own DNA."

"You cloned me?" said Spider-Man.

"Yes." said the Jackal.

"Why?"

"To kill you!"

"Why?"

"That won't matter to you." the Jackal turned to the clone, "Kill him!" The clone punched Spider-Man in the face. Spider-Man kicked the clone away in retaliation. The clone then tackled Spider-Man out of the spectator area and onto the ground (at this point in the movie, the viewer is supposed to lose track of which Spider-Man is real and which is the clone). The fight continued on, however it seemed that there was no way for one to defeat the other as they're evenly matched. After a few hours the Jackal began to grow tired of watching them fight, and threw a bomb at the two dueling Spider-Men. After 10 seconds or so, it detonated, when the smoke cleared, you could see one Spider-Man was dead, and the other alive.


	2. Chapter 2

Spider-Man arose from the aftermath of the explosion at Shea Stadium and saw the other Spider-Man on the ground, dead. He looked around but saw no sign of the Jackal. He recognized his victory, but was unsure if he was really himself. He knew, somehow, that the Jackal made the clone so that all the memories collected by one would appear in the other's dreams, so he couldn't tell based on memories. He began to worry, fearing the possibility that the real Peter Parker is dead and that he is nothing more than a lab experiment. He pushed this thought away, however, believing that no matter whether or not he was a clone, he still had all of the original's memories and can still live out his life regardless. He picked up the other's body and swung to a smokestack. Upon arriving, he lowered the dead Spider-Man into the smokestack on a web line, respectfully cremating him. He then swung home.

On the way home, he encountered a man with a long tail, tipped with a stinger.

"You again?*" said Spider-Man.

"Spider-Man." said the scorpion man, "I somehow knew that wasn't it between us." He jumped at Spider-Man, trying to stab him with the stinger. However Spider-Man pushed him off and webbed him up. The police then took him away, and Spider-Man continued on his way.

That night, in the furnace of the Hammer nuclear power plant, a man emerged. He wore a burnt up Spider-Man suit and he had blonde hair, although it appeared that the fire and radiation bleached it rather than him being a natural blonde. He was barely conscious, but was able to get out of the plant before passing out, dreaming that a red-haired woman was telling him she was pregnant.

*-This is an allusion to the upcoming sequel to the Venom spin-off, set within the gap between the events of Venom: Part 2 and Sins Past


	3. Chapter 3

Peter stood at the bedside of his dying Aunt May when her doctor entered the room.

"I'm afraid there's not much we can do." said the doctor.

"I'd do anything to help you, Aunt May." said Peter. Suddenly the doctor was paged and had to leave.

"You say you'd do anything?" said a mysterious voice from behind him.

"I was exaggerating, Mephistopheles." The voice spoke no more. After that, a man wearing similar garb to Peter walked in. Peter looked up and saw that the man looked exactly like him except his hair was blonde.

"Who are you and what are you doing here?" said Peter.

"The name's Ben, Ben Reilly." said the double, "I'm here for her, why else would I be here?"

"Are you like a clone or something?"

"So you do remember me."

"Yes, you were killed in that explosion, I threw your body into a smokestack."

"I seemed dead, but I wasn't, I was merely unconscious."

"Are you planning to finish the job?"

"No, the Jackal had me hypnotized. The explosion reversed that."

"So, you just want to visit your dying aunt?"

"Yeah."

"Okay, but now I've got a new problem."

"What's that?"

"Now it actually matters which one of us is the clone."

"Oh, yeah, that thing."

"I know a guy who can help sort that out."

"Dr. Trainer?"

"Yes, we'll see him tomorrow." And with that, Ben left.

Ben stayed up all night building web shooters and tailoring a new suit, not unlike Spider-Man's, except this one was scarlet almost all over. When he tried it on, however, he felt it was missing something. It didn't take long for him to realize that he needed to break up the scarlet and differentiate it from Spider-Man some more. With that in mind, he swung off to a nearby store, which sold Spider-Man merchandise. He took a sky blue hoodie with a diagonal spider on the chest off the rack, put it on, left some money on the counter with a note saying "This is for the hoodie", and swung off.

The next day, Spider-Man was on patrol through the city when he found that another man was swinging alongside him. He wore a blue hoodie with a diagonal Spider-Man symbol on it over his scarlet colored Spider-Man suit.

"Ben?" said Spider-Man.

"Yes, and call me Scarlet Spider." said the web-slinger, "Whether or not there is a Spider-Man, I still need to act on the responsibility that these powers give me." Not long after, they found the Shocker robbing a bank. They touched down.

"Two of them?" said Shocker.

"Yeah," said Scarlet Spider, "there's two of us now. So this could either be twice as easy for us or twice as satisfying for you." Spider-Man then charged at Shocker, but was hit by shockwaves. Luckily, Scarlet Spider disarmed him and knocked him down.

Over at OsCorp that night, Spider-Man swung into Dr. Seward Trainer's office.

"Hey, Seward." he said.

"Spider-Man," said Trainer, "good to see you."

"Yeah, I need help. Recently, someone cloned me, one of us seemed to have died, but he survived, and now we need to determine who's the clone."

"Do you have DNA samples?"

"Right here." Spider-Man pulled out two small containers with a little blood in each. One was labeled "Candidate I", the other "Candidate II".

"Good." Spider-Man handed Seward the vials, which were then put into some type of testing machine.

"The clone'll be here later for the results." said Spider-Man before swinging off.

Later, Scarlet Spider entered Dr. Trainer's office.

"Did you get the results yet?" he said.

"Yeah." said Trainer, "Here's the printout." Seward handed him a sheet of paper before Scarlet Spider swung off.

Back at Ben's house, Ben showed Peter the test results.

The printout said "Candidate I = clone, Candidate II = progenitor"

"Wait," said Peter, "that means I'm the clone."


	4. Chapter 4

"So," said Peter, "since I'm the clone do you get to be Peter Parker and I take over as Ben Reilly?"

"Still doesn't feel right to me." said Ben

"So we stay like this, with me as Peter and you as Ben?"

"Yeah, let's go with that."

Later that day Peter came home to MJ.

"Hey, MJ." he said.

"Hi, Peter." she said.

"How have you been?"

"Not my best. I've had some slight complications. The doctor said I should be fine, but he says I should expect more in the future. How have things been going for you?"

"Not bad, not bad, unless you count finding out I'm actually a clone as bad."

"What?"

"A few days ago Spider-Man got into a fight with a clone, the real Spider-Man was seemingly killed but survived after all, but we decided that it wouldn't feel right for some reason to change lives so I'm going to live with you despite me being a clone."

"Oh."

A few weeks later, Peter and Ben stood at Aunt May's bedside, the ECG line slowly getting less steep. Peter and Ben both shed tears.

"I'll miss you, Aunt May." the both said, "Thank you for all the help you gave me in life." They left just before the ECG line went completely flat. They did not see the slight cloud of smoke surround her, however.


	5. Chapter 5

Over the next couple of months, MJ experienced more complications. She was having a rough time, but her doctor said she should be fine. She was more concerned about Peter, who had been acting strangely since he learned he was a clone. Initially he and Ben respected each other, but they've been bickering more and more lately. She didn't know this, but Ben was beginning to envy Peter for having the life that was rightfully his, thus the frequent arguments.

"We agreed that I would stay with MJ and you would live out your own life." said Peter during one such confrontation, "You said it wouldn't feel right if we switched lives."

"Now I'm beginning to question why I said that." said Ben.

"A deal's a deal, Ben."

"Well I demand we add an exit clause to the agreement."

"Okay, now you're pushing it, we never agreed to it on paper."

"Exactly, that's why I feel like I should be able to back out."

"Well, you aren't able to back out." Peter punched Ben, who then punched back. When Peter tried punching Ben again, MJ tried holding him back, but he ended up knocking her down.

"MJ!" Peter cried when he realized what he did, "Wait here, Ben." Peter went into his closet. When he came out, he had his original Spider-Man suit (from the first movie) in his hand.

"Here," he said when he handed it to Ben, "you can have something from your true life back."

"Are you sure?" said Ben.

"I think that my double life is negatively affecting me, so I think it's for the best that I'm passing the webs, so to speak."

The next day, Spider-Man did not prowl the city alongside Scarlet Spider, as he did for the past couple months, and he also wore a costume he had not worn for years. That is because, unbeknownst to the public, this was not the same Spider-Man as the one who wore the costume over the past couple months. Spider-Man was not concerned about what was different between now and then, for he saw the recently escaped Black Cat robbing a bank down the street. He swung over, but was in turn shot with bad luck darts, all of which he managed to dodge.

"Spider-Man," she said, "is that a new costume?"

"An old one, actually." said Spider-Man, "But that's beside the point, the point is you need to drop the loot, you've already stolen it, you've already gotten the thrill, so just drop the money."

"Just because I mostly steal for the thrill doesn't mean I don't like the reward." Spider-Man shot a web and pulled Black Cat towards him.

"I'm going to ask you one more time," he said, "put it down." Black Cat dropped the money bags, and the scene ends on that.


	6. Chapter 6

"How are things going MJ?" Peter said after returning home from taking pictures of Spider-Man.

"Just got the ultrasound." said MJ, "It's a girl, but the doctor said he also detected some slight abnormalities, though he says they're likely just normal mutations." Peter was not entirely comfortable hearing this, for he was unaware of what kind of mutations could result from the combination of MJ's normal human DNA and Spider-Man's mutated DNA.

The next time Peter and Ben encountered each other, Peter told Ben of MJ's test.

"What do you think would result from the combination of your DNA and a human's DNA?" said Peter.

"Hard to say," Ben said, "she could end up with spider-powers, potentially with mutations on some of those powers, good or bad, or maybe nothing at all would make her different from a normal human."

"Okay, so what's new in your life?"

"Remember Black Cat?"

"Don't tell me you've gotten together with a criminal."

"Then I have nothing to say."

"Why? She's a cat burglar and an escaped convict."

"First of all, she is quite attractive, admit it, you'd have tried for her if you weren't already with MJ, and also, she just steals for the thrill, if I can show her there are other ways to get a similar rush, she may stop being a criminal."

"Okay, when you put it that way, it makes sense."

Over at a secret MIB prison located deep underground, the Carnage symbiote is being held in a reinforced cell, with flamethrowers in the top corners going of every hour and an ultrasonic speaker on the floor going off 30 minutes after the flamethrowers. The guard was the astronaut who brought Venom to Earth in the 1994 shuttle crash, John Jameson. Carnage knew it had to get out or it would starve. It scoped out the entire cell. Eventually it found a weak spot in the weld holding the lid on the cell. It rammed at that spot on the weld, harder and harder each time, until it broke and made a hole big enough to ooze out of. It crawled out of the cell and oozed up Jameson's leg. It then spread itself out over his entire body, taking him over, once again tasting the sweet taste of phenethylamine and adrenaline. The new Carnage left, in search of the symbiote's rightful host.


	7. Chapter 7

Spider-Man swung through the city when he saw Carnage. He touched down behind him.

"Carnage," he said, "where's your posse?"

"We have no time for combat," said Carnage, "we must return to our rightful host."

"That isn't Kasady in there?"

"No, and we will not let you interfere with changing that." He threw a symbiote knife at Spider-Man, which he was able to dodge. Spider-Man retaliated with his webs, however, the symbiote crawled along the web strands all the way back to Spider-Man. The symbiote oozed all over him, an agonizing process for Reilly, and clung to him for dear life, digesting the costume. The end result was like Carnage, but with blue on the veined areas instead of red.

Peter and MJ were comfortable at home when suddenly they were attacked by Carnage. However, this Carnage looked somewhat different, instead of red under the veins, he had blue. Somehow, Peter could tell who this was.

"BEN!" he cried, "Snap out of this!" But Spider-Carnage did not stop, instead he lunged at Peter, who quickly dodged. Spider-Carnage looked around, but couldn't find Peter. However he did spy Mary Jane.

Spider-Carnage was unaware that Peter was still in the house, albeit in his closet. He donned the Spider-Man costume for the first time in weeks and pushed a button on the wall. This opened a trapdoor on the floor, revealing a large passageway, which was in the shape of a semi-circle with a bar in the middle of the ceiling. He shot a web at the bar and swung through, coming out in an alley at the other end of the street. He swung throughout the city until he came across the home of the Black Cat, the location of which he knew because Ben had been there and they share memories with each other. When he arrived, he saw Black Cat in civilian clothes.

"Felicia." said Spider-Man.

"Ben," she said, "what are you doing here?"

"I'm not Ben, I'm his... cousin, Ben's been taken over by the Carnage symbiote, and I need your help."

"Hang on." Felicia went into her closet. A few minutes later, she came out in her catsuit.

"Let's do this." said Black Cat. She shot a grappling hook as Spider-Man shot a web at the same spot and swung off with him.

Back at Peter's home, Spider-Carnage has MJ trapped in a web, a symbiote axe at her throat. Eventually Peter returned as Spider-Man.

"Peter Parker." said Spider-Carnage, "We've been expecting you."

"Yeah," said Peter, "I figured." He aimed his web shooters.

"If you shoot one web at us," Spider-Carnage gestured decapitation.

"Well, I have a backup plan." He shook a can of pebbles, signaling Black Cat to show up.

"Felicia?" said Spider-Carnage.

"That's right, Ben." said Black Cat, "It's me, I came to help."

"It... it's the suit. It's taking over."

"I know, your cousin told me."

"I... I CAN'T CONTROL IT ANYMORE!" He raised the axe. Spider-Man ran to the kitchen and picked up two pan lids. He ran back to the living room and hit them together like cymbals, causing Spider-Carnage to convulse. He banged them together again, each time causing more symbiote to ooze off Ben and causing the web around MJ to loosen up more. Eventually, Ben and MJ were both free. The symbiote inched away, but the Peter Spider-Man caught it in an empty burlap sack.

"Take this back to the you-know-who." said Peter.

"On it." said Ben before swinging away.


	8. Chapter 8

Peter was sitting on the couch in the living room of his house, as MJ was out, when suddenly a man in a Spider-Man costume broke in through the window. The costumed one web slung sharp and/or heavy objects at Peter, however he dodged them all before throwing him out the broken window through which he came in. When he looked out, however, he saw, to his horror, a whole army of Spider-Men outside. He quickly ran to his closet, put on the black costume, as he assumed that Ben was also under attack by clones and wanted to distinguish himself, opened the passageway, and swung out.

When he arrived at Ben's, sure enough, more Spider-Men were attacking. He swung in through the back window and tried to find Ben. When he did, he saw him in the Spider-Man suit trying to fend off the clones.

"There's too many of them, Ben." said Peter.

"What do you suppose we do about it?" said Ben.

"We need to figure out something that can stop them all." Suddenly Peter had a flash of memory of being in the Jackal's cloning lab and seeing a large device. He remembered seeing a label on it.

It said "Genetic transmitter."

"Of course!" said Peter, "The device in the lab, it's transmitting Peter Parker's DNA to the clones, it's what's keeping the clones from dying of no DNA. If we can deactivate it, they'll all die."

"That means one of us will also die." said Ben.

"Oh, yeah, well, I suppose if one of us must die to protect the other, especially considering the one who dies wasn't even supposed to exist, so be it."

Meanwhile, MJ was at a local restaurant and had just been served soup. She ate some but something was wrong. She, agonized, passed out.

Peter and Ben arrived at the Jackal's cloning lab and were trying to find a way to turn off the device, but they were attacked by two clones, one in a costume with the colors reversed on the body but with a normal Spider-Man mask and the other in a red costume with a black mask.

"You take gold eyes, Spidercide." said the red/black costumed one, "I'll take the other one."

"Right, Kaine." said the other. Kaine jumped Peter while Spidercide attacked Ben. The fight continued on, but eventually Spidercide and Kaine were knocked out, Kaine next to a large tube, but just as Peter and Ben began scoping out for a way to stop the machine, they were met by the Green Goblin.

"Harry?" said Peter.

"You're behind all this?" said Ben.

"You're quick," said the Goblin, "both of you."

"Ben," said Peter, "figure out a way to stop the machine, I'll take Harry." Ben went back to the machine.

"Why are you doing this?" said Peter.

"Stop pretending like you don't know. It doesn't matter to you why I'm killing you, anyway, or why I'm killing your daughter."

"What?" said Peter.

"Oh, haven't you heard?" said Goblin, "Your precious, pregnant MJ has been poisoned by one of my goons."

The scene cuts to MJ in the hospital with Harry voicing over.

"_She's probably in the hospital right now. Not that she's going to be affected, but the baby sure will. She's likely in labor right now, working so hard to deliver that child. Imagine the look on her face when she learns the child was dead before she was even born!_" While Harry was narrating MJ gave birth to a baby girl who appeared dead. The baby was then taken away by a nurse with red hair.

It cuts back to the lab.

"Damn you to hell, you monster." said Peter.

"I'm sure I will be, soon enough." said Harry, "But first, you shall die." He threw a pumpkin bomb at Peter, who quickly dodges. Peter jumped on Badbat. He punched Harry, but he had dodged. Harry pulled out a sword with a golden hilt and an obsidian blade carved in the shape of a bat's wing and slashed at Peter, but he dodged all the swings. After a while, Peter defeated Harry and turned him over to the police.

"Peter," said Ben, "I found out how to stop the machine."

"What is it?" said Peter.

"Remove the DNA sample being transmitted."

"Of course!" Peter grabbed onto one end of the DNA container's handle while Ben took the other.

"Goodbye, Ben." said Peter.

"Goodbye, Peter." said Ben. They both pulled the container out a little bit. Suddenly Ben experienced a moment of severe pain.

"So you were the clone all along." said Peter, "Harry must have tampered with the results." They continued pulling, but they eventually came to a point where Ben couldn't pull it any further. Luckily for Peter, it was out far enough that he could pull it out the rest of the way himself.

But before Peter could pull it out, Ben said "Take good care of my niece, Peter. Tell her about her Uncle Ben."

Peter didn't have the heart to tell Ben the truth about her death, so he just said "Okay." He pulled the DNA out of the machine, causing all the clones in the street to disintegrate. However, only one clone in sight did not disintegrate, Ben. Ben Reilly lay motionless against the wall, but it was obvious that he was still in one piece. Peter concluded that this was because he was the oldest clone and had the most time to develop a partial genetic code of his own. He picked up Ben's corpse and swung off.

Eventually, Spider-Man arrived at the cemetery. He dug a large hole next to Gwen's grave, in the spot on the opposite side of the one in which he asked to be buried when he died, and gently lowered Ben's corpse into the hole using webs. He then filled the hole, burying himself where he wanted to be, next to his lost love. He then swung home.

When Peter arrived home, he found MJ crying.

"MJ," said Peter, "Harry told me about what happened, with the baby and all."

"Harry did that?" said MJ, "Why would he ever want to hurt us?"

"Believe me, if I know, then Ultron is the greatest hero in the history of heroes."

The movie ends with Spider-Man swinging through the city with a narration by Peter.

"Saying my life is not an easy one would be the understatement of the millennium. My acting on responsibility has made enemies, sometimes out of my own friends. But one thing's for sure, no matter what life throws at me, I will take it, even if the whole world turns against me."

(Roll credits)

"So, would you prefer steel or vibranium?" said a man in a shadowy room.

"Vibranium," said another man in an undershirt, whose face is not shown, "I need them to be as strong as possible."

"Whatever you say, doctor."

"I swear upon your ashes, my master," whispered the man in the undershirt, "I will avenge your death, I will squash the Spider, vengeance will be mine." The camera pans to reveal the other man taking four metal tubes with appendages on the ends off a rack.

(Resume credits)


End file.
